Fastjet PLC Result of General Meeting and Open Offer (8469J)
December 07 2018 - 6:38AM
UK Regulatory
TIDMFJET
RNS Number : 8469J
Fastjet PLC
07 December 2018
fastjet Plc
("fastjet", the "Company" and, together with its Subsidiaries,
the "Group")
Result of General Meeting and Open Offer and Update on Equity
Refinancing
Result of General Meeting and Open Offer
fastjet, the low-cost African airline, is pleased to announce
that, at the General Meeting held earlier today, resolutions 1
(Authority to allot and issue shares and disapply pre-emption
rights for the purposes of the Equity Refinancing, the Open Offer
and the AAR Settlement Agreement) and 2 (Ongoing authority to allot
and issue shares) set out in the Notice of General Meeting were
duly passed. Resolution 3 (Ongoing disapplication of pre-emption
rights) was withdrawn and accordingly was not passed.
The Company is also pleased to announce that the Open Offer,
which closed for acceptances at 10.00 a.m. today, has conditionally
raised GBP551,719.79. Valid acceptances have been received from
Qualifying Shareholders in respect of 55,171,979 New Ordinary
Shares. Qualifying Shareholders who have validly applied for Open
Offer Shares will, subject to the Open Offer becoming unconditional
in all respects, receive their full Open Offer application. The
Open Offer has provided Shareholders with the opportunity to
maintain their interest in the Company on a pro rata basis and thus
avoid any dilution as a result of completion of the Equity
Refinancing.
Update on satisfaction of the conditions relating to the Equity
Refinancing and Open Offer
As announced by the Company on the 16 November 2018 (the "16
November Announcement"), the Equity Refinancing and Open offer are
conditional upon, inter alia:
(i) the Solenta Subscription Letter becoming unconditional in
all respects (as further described below); and
(ii) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission.
Completion of the Solenta Subscription Letter remains
conditional on, amongst other things, satisfaction of the GECAS
Condition, namely execution of the GECAS Settlement Agreement
pursuant to which GECAS shall amend the existing leases of the two
Embraer 190s leased to fastjet Africa. Despite considerable
efforts, the GECAS Condition has not yet been satisfied. The
Company is continuing to take action with a view to enabling the
GECAS Condition to be satisfied in the next seven days.
Accordingly, it has deferred application for the admission of the
New Ordinary Shares to be issued pursuant to the Equity Refinancing
and the Open Offer to trading on AIM.
The Company continues to review its current cash requirements
and is able to continue operating until 14 December 2018. The
headroom available allows the Company further time to find a
solution to the GECAS Condition. As at 6 December 2018, the Group
had cash balances of US$ 6.8 million, of which US$ 6.4 million is
restricted cash held inside Zimbabwe.
Whilst discussions to date with the relevant stakeholders have
been positive, discussions are ongoing and there can be no
guarantee of a successful outcome. If the Company is unable to
satisfy the GECAS Condition, the Equity Refinancing and Open Offer
will not complete and the Group would be unable to continue trading
as a going concern. The Directors would have no choice but to
formally engage insolvency practitioners to explore restructuring
options (including administration) and to commence discussions with
interested parties for the sale of the business and assets of the
Company.
The Company will provide further updates as appropriate.
Definitions used in this announcement are the same as those used in
the 16 November Announcement unless the context otherwise
requires.
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation (EU) No.
596/2014.
For more information, contact:
fastjet Plc Tel: +27 (0) 10 070 5151
Nico Bezuidenhout, Chief Executive
Officer
Michael Muller, Chief Financial Officer
Liberum Capital Limited - Nominated Tel: +44 (0) 20 3100 2222
Adviser and Broker
Clayton Bush
Andrew Godber
James Greenwood
Trystan Cullen
UK media - Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571
Angharad Couch
Eleni Menikou
Toby Moore
Nick Hayns
NOTES TO EDITORS
About fastjet Plc
fastjet is a multi-award winning (including Skytrax World
Airline Awards Best Low-Cost Airline in Africa 2017 and Leading
African Low-Cost Carrier, World Travel Awards 2016, 2017 and 2018)
African value airline for everyone that began flight operations in
Tanzania in November 2012, flying passengers from Dar es Salaam to
just two domestic destinations - Kilimanjaro and Mwanza.
Today, fastjet's route network includes Tanzanian domestic
routes from its Dar es Salaam base to Kilimanjaro, Mbeya, and
Mwanza, and international routes from Tanzania to Lusaka in Zambia
and Harare in Zimbabwe. fastjet began branded domestic flights in
Mozambique (Operated by Solenta Aviation Mozambique) in November
2017, its network presently between Maputo and Beira, Quelimane and
Tete and celebrated its third year of operations in Zimbabwe in
2018. The carrier operates between Harare and Bulawayo, Harare and
Victoria Falls and from Harare and Victoria Falls to Johannesburg
in South Africa. The airline has flown over 3.5 million passengers
with an impressive on-time performance aggregate, establishing
itself as a punctual, reliable, and affordable carrier.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
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